Axel paused as he stepped onto the roof. Someone was already there. Someone familiar.

"Oh!" Axel immediately started to back away. Sephiroth probably didn't want to be disturbed and even if he wouldn't mind, Axel didn't have the temerity to find out. But the SOLDIER's head had turned and glowing green eyes had caught him effortlessly.

"Axel." Axel hesitated a moment. Sephiroth sounded tired, his silver hair blowing in the wind. "Please, join me?"

"Uh, okay." Axel wasn't about to refuse. He walked up and took a seat beside the older man, looking out over the city. It was beautiful at night, full of blinking lights. "Couldn't sleep?" Sephiroth didn't respond for a moment, then just nodded. "I'm a bit surprised you're still here." Axel ventured. He'd have expected the 1st Class SOLDIER to be out doing something rather than hanging around the facility. Sephiroth had been watching their progress with Zack and Cloud and practicing with Zack, but he seemed generally discontent.

"So am I." Sephiroth really did sound unhappy, but then he managed a thin smile. "Hojo demanded I stay, and as there's nothing really pressing for me to do elsewhere Rufus decided to honor his request."

"Professor Cold Hands." Axel said in disgust and Sephiroth laughed then sobered a bit.

"I agree, but don't say that where he can hear you. Hojo can be vengeful." Axel just shook his head. He was sure Sephiroth was right but was equally sure that Hojo would simply dismiss anything he said as the maunderings of a child. Professor Hojo clearly had no patience or regard for children at all. "…Angeal and Genesis will be arriving soon." Sephiroth said and Axel blinked.

"Really? Why?" He frowned. "Does Hojo want me to sniff them?" For the last week Hojo had been getting him to smell various substances and tell him what they were. It had turned out his sense of smell was freakishly accurate. And if he asked the AI it could do very detailed analysis, even better when he tasted something. It would also pick up poisons, warn him and induce nausea if he swallowed them anyway. Axel grimaced to himself as he thought about the tests that had determined that. The AI had managed to sound slightly peeved, which was a pretty neat trick from a machine.

"I think so. He hasn't told me his reasoning. I am curious about what we might find out." Axel nodded. He was curious too now. He knew from his brief conversations with Sephiroth that the silver haired man didn't know anything about why he was different from most people. "Have you ever wondered where your nanites and AI came from?" Sephiroth asked and unfortunately he turned his head just as he spoke. Green eyes narrowed as he caught Axel's unguarded expression. "Or do you already know?"

"Uh." Axel belatedly remembered that Sephiroth was a lot smarter than him. If he hadn't gotten good grades it had probably been a motivation problem. "I do." Axel admitted. He didn't think he could lie convincingly now anyway. "But don't tell Hojo?"

"I'm not about to tell him anything he doesn't need to know." Sephiroth sounded bitter and Axel wondered why. Although Professor Cold Hands could have done any number of things. "Tell me how." Axel hesitated a moment but Sephiroth sounded… insistent. Almost obsessed, strangely.

"They took the nanites from an alien. She got here by some bizarre accident and crash landed. The nanites only worked on me because they infused them with mako first." Axel explained and Sephiroth pursed his lips, thinking.

"An alien. But I have something else. I wonder what it could be?" Sephiroth knew that his origins were not the same as Axel's but he wasn't normal. There had to be something. "I wonder if there could have been a second alien." It was an idea. Axel scratched his head.

"Maybe, but if there was it wouldn't have anything to do with mine. The nanite system doesn't recognize you at all." The nanite system was still puzzling over Sephiroth's vital signs and had drawn no conclusions at all except that the whole thing was very troubling. The AI didn't have a tone as such but it managed to sound vaguely worried.

"Hm, yes. Our abilities are completely different." They'd already established that while Axel had some talent for magic, it was about what could be expected from any youngster. The AI was completely useless for that and actually often highjacked Axel's attempts to use magic and substituted his psi abilities. Those were incredible but completely unlike anything Sephiroth could do. They sat in silence for a moment, thinking their own thoughts. Then Sephiroth sighed. "We should try to sleep." Sephiroth stood, gazing over the city for a moment before turning away.

"Yeah." For a moment Axel almost felt bad for the SOLDIER. Now that it was awake and helping him his AI could slip him into sleep almost on command, and it even regulated the type of sleep to ensure that he'd awaken refreshed. He'd never had insomnia in his life. "Good night." Axel clambered to his feet as Sephiroth began walking down the stairs.

"Good night."

"They took the nanites from an alien. She got here by some bizarre accident and crash landed. The nanites only worked on me because they infused them with mako first."

Hojo scowled as he listened to the recording. Sephiroth was not aware of it but a very, very close watch was being kept on him. The watch on Axel had not been nearly as comprehensive.

"An oversight." Hojo cursed himself for a moment. But how could he have known that Axel knew the truth? Frowning, he paced. Did it really matter that the redhead knew? And was he aware that the primary subject was in the basement of this very facility? He quickly decided he couldn't chance it. The primary subject needed to be moved. But he'd have to request permission from Rufus. A small smile crossed Professor Hojo's face.

Angeal and Genesis would be here soon. That would be the perfect time for the move. If three 1st Class SOLDIERS couldn't prevent any nonsense, nothing could.

"So where is this child you want us to meet?" Angeal smiled as Genesis read a book. Sephiroth had to resist the temptation to shut it for him.

"He's more than an ordinary child. You'll see." Sephiroth hadn't been able to give them much information in non-secure areas. Besides, Genesis was being annoying. He was rather looking forward to their reactions. "Zack is training him at the moment." It would be the perfect time to observe him. Axel's grasp on his abilities and the help his AI could offer had been increasing with his skill. They had given up teaching him magic, realizing that it was trying to force a square peg into a round hole. Instead, he was making use of the psi abilities.

It had turned out the phasing wasn't that useful in actual combat unless you intended to run away. It was too easy for the other person to switch to an electrical or magic based attack. But the telekinesis and pyrokinesis was highly useful. As they stepped into the training room Angeal stared and even Genesis was distracted from his book.

"What is that boy doing?" Angeal asked uncertainly. Axel was dancing through the air, flying easily and annoying Zack. Axel tucked into a ball to avoid an ice strike and replied with fire before following the strike, his sword at the ready. The spells and fire were all carefully downtuned to avoid any serious injuries but a hit would still hurt. The swords were blunted as well but what followed looked very much like two SOLDIERS practicing. "That wasn't magic." Angeal and Genesis could both detect magic and while Zack's spell had been obvious they hadn't gotten a thing from Axel. Sephiroth smiled, amused.

"No, it wasn't." He agreed and Genesis shot him a dark look as Angeal just looked at him patiently, waiting for an explanation. But that was when the smell caught up with Axel.

"HHHHCHEW!" The violent sneeze rocked the boy and sent him to his knees. Zack had to pull his strike to avoid hurting him. Axel sneezed violently several more times before managing to speak, his eyes and nose watering. "Argh! Moldy… bread… so penetrating…" Axel finally resorted to pinching his nose as Sephiroth's smile faded.

"So. More moldy bread." He wasn't really surprised. But Axel lurched to his feet and pressed a hand over his temple before looking around sharply.

"Sephiroth?" He cautiously stepped over and swallowed. "Angeal and Genesis?" He didn't really know what they looked like but who else could it be? And they all smelled like moldy bread. If anything, they were worse, or maybe it was just all three of them together in one area.

"Sephiroth, explain this." Genesis sounded very impatient but the other man was watching Axel's expression and could see the distraction there.

"What is the AI saying?" He asked sharply and Axel hesitated. "Axel!" Sephiroth's glare could have removed the finish from furniture and Axel winced. The SOLDIER might have to tolerate Hojo holding out on him but he wasn't going to take it from a child.

"It's, it's wigging out a little." Axel said lamely. "It keeps talking about dark energy and… let me let it talk to you." If Hojo didn't like it, tough crap. Axel's voice changed to a smooth, even tone without any vestige of inflection. It was a very inhuman kind of voice, with no arc or penumbra.

"Anomalous life signs have been tentatively identified. Preliminary hypothesis: Dark energy infection. Suggest immediate quarantine and treatment to effect removal of infestation. " Sephiroth stared as Angeal and Genesis exchanged a glance. Angeal was just confused but Genesis was confused and unhappy. He didn't like the sound of that.

"What is dark energy?" Sephiroth asked carefully. Axel blinked as the AI kept speaking.

"A naturally occurring phenomenon. Dark energy is anti-life. It is a counterpoint to light energy but where light energy cannot be gathered in one place dark energy naturally clumps. In space this causes 'sargasso' areas that must be avoided. Dark energy does not normally contaminate living creatures but when it does it takes its most dangerous form. Dark energy will continue to gather and distort living patterns. Unless stasis can be achieved instability and social disorder are inevitable." Axel forced the AI to stop talking before it detailed the past instances of dark energy. The information it was giving him was probably not something Sephiroth needed to hear because it chillingly reminded him of several of the SOLDIERS who'd gone insane already. And other parts were exceedingly grim. The other universe had quarantined an entire planet?

"Sephiroth, enough! Who is this boy and what is he talking about?" Genesis demanded and Angeal nodded. Sephiroth took a deep breath and turned to look at them.

"This is Axel. He's the result of an experiment involving alien technology. Unlike us, his powers are completely psionic." Angeal looked thoughtful as Genesis snorted. Their world knew psychics, of course, but only as fortune tellers. Sephiroth smiled thinly. "I assure you, it's true. He smelled something odd about me when we first met. Hojo wanted to see his reaction to all three of us together." Angeal and Genesis both looked less than thrilled with the idea. They liked Hojo about as much as Sephiroth did.

"He's probably been monitoring this whole thing." Genesis groused as Axel paled. If he'd known that he'd have tried to shut up the AI sooner. Sephiroth shrugged and turned back to Axel.

"Is your AI certain we have this dark energy?" He asked. Tentative hypothesis didn't sound very certain to him. Axel turned his attention back to the AI and quickly got an answer.

"No, it's not sure at all. It says you need in depth testing to be sure." Axel looked troubled. "But it's mentioning testing equipment I – I don't think we have." It sounded like this dark energy was elusive stuff. Axel was vaguely aware of Angeal greeting Zack. This was all getting a little confusing and he was belatedly aware that he had just told a bunch of adults who were completely above him that his AI thought they had a disease.

"We'll have to go talk to Hojo." Angeal said as Sephiroth's lips tightened. Angeal caught the look on his face. "I know. I'll tell Dr. Hollander as well." Hojo would hate that but he'd no doubt expected it. "But Hojo is far more likely to find the solution." Angeal hated the thought but Axel's story of dark energy could explain the problems they had been having. But if it was true and if it could be removed, would all their special abilities be lost as well? It wasn't a good thought.

The rest of the day passed with all four of them trapped in Hojo's lab. Axel was heartily sick of it by the time it was over and Genesis and Sephiroth were both looking crabby. Only Angeal seemed mostly unaffected. He struck Axel as having enormous patience. Axel finally pulled out a string and began making a cat's cradle, which caught Genesis' eye.

"What are you doing?" Genesis asked as Axel looped the string around his fingers.

"Playin' Cat's Cradle. Want to play?" It was more fun with a partner, if Genesis knew how. The SOLDIER shook his head and went back to his book but Axel looked up as Angeal spoke.

"I will. This place is very boring." Angeal smiled and carefully pinched one of the strings. Soon they were both engrossed in moving the cradle from Axel's hands to Angeals. Sephiroth watched them with a small smile on his face as Hojo began scanning Genesis again.

"I think I have it." Hojo muttered, catching all their attention. "Very subtle. Very, very subtle." He had something up on a monitor and all three of the SOLDIERS moved over to see before he shood them back irritably. Axel tried to peer over Sephiroth's shoulder but could only see wavy lines on a screen.

"You've found this dark energy?" Angeal asked uneasily. He didn't like the name of it. He'd always suspected he was a monster and this seemed like confirmation. Hojo nodded before pointing at one particular screen.

"I think so. It's very difficult to isolate and without the three of you to analyze I wouldn't have been able to find it. But this appears to be a common thread. A very strange emanation. Curious. It seems to have permeated your entire bodies." Hojo mused as he looked at the readings. The energy was more concentrated in the Jenova cells but not exclusive to them.

"The AI says that when there's a heavy enough concentration it starts spilling out." Axel ventured. "And if the concentration is super heavy it can form a pinhole rift to the place the dark energy comes from." Axel was a bit vague on what happened then, but it sounded bad.

"I've always known I was… different." Genesis murmured and Sephiroth shook his head.

"How? How did this happen to us?" He asked but Hojo didn't answer, just examining his experiments. The SOLDIER glared at the back of his head for a long moment before releasing his breath in a sigh. "Can we go?"

"Oh, yes. For now." Hojo added to everyone's distress. Axel shot out the door and would have gone to Roxas but quickly was caught by a hand on his shoulder. Axel glanced up and met kind blue eyes.

"Could you show us more of your abilities? I admit, I am quite curious and I'm certain Genesis is as well." Axel hadn't been able to show them in the lab. Hojo had irritably stopped him when he tried, in case it might affect the equipment and the AI had admitted it was possible. Axel sighed to himself and nodded. He really just wanted to go back to Roxas but he wasn't going to say no to Angeal anymore than he would to Sephiroth.

"Sure." Axel was soon having fun showing off his abilities. The two SOLDIERS were particularly impressed with the phasing, which had no magical equivalent. Genesis murmured something about their not being a fourth but that just confused Axel. Eventually he was allowed to leave and go back to Roxas. He spent the rest of the evening telling the blonde about everything that had happened before they fell asleep, tangled together like a pair of puppies.

And then he dreamed.

"Axel, you have to come get me RIGHT NOW." Valeria's expression was without humor and Axel gaped at her. She was wearing lemon yellow armor decorated with symbols etched in red and black. The armor was like nothing Axel had ever seen before, fitting her like a second skin and for the first time her fronds were not free. She had a helmet tucked under one arm and as he watched she pulled it on, looking at him from behind a green visor. "They're in the process of moving me and they've just stopped for the night. Now's the time."

"What! But – but – but Angeal and Genesis are here right now!" Valeria nodded. "Are you crazy? They'll kill us!"

"Maybe. Maybe not. We'll have to see what effect the mako has on me. If I'm weak we go tits up and beg. If I'm not, well, I'll decide. But we MUST move tonight." Axel swallowed hard at the certainty in her voice. "Now wake up and go. You know where." Axel nodded. He'd managed to find her body on one of his nocturnal ramblings.

The dream erupted in sparks.

"Roxas, wake up." Axel touched his shoulder and the blonde boy groaned. "Wake up!"

"S'too early." Roxas mumbled and Axel checked the clock, seeing only four hours had passed. Yet he felt very refreshed. Valeria must have gotten the AI to condense his sleep. It could do that although it wouldn't except for emergencies.

"Come on Roxy." Axel shook him harder and Roxas grumbled at him before opening his eyes into slits. Then they opened wide as Axel explained. "It's time to go."

"What? Right now? But Angeal and Genesis are here." Roxas couldn't think of a worse time. Axel grimaced.

"I know but there's no choice. Something's spooked Hojo, he's moving Val tomorrow. It's now or never." Roxas growled something foul and pulled himself out of bed. The two of them quickly got dressed and Axel took Roxas' hand, using the connection to phase the other boy with him. They quickly traveled through the base and Axel neatly dropped them through the floor into a dusty, unused passage. He had to catch them both with his telekinesis and Roxas gasped faintly at the feeling of flying. Axel's powers had gotten a lot stronger with constant use.

They sneaked in easily, bypassing cameras just as Valeria had taught them. Axel had to short circuit a few, making them repeat their last footage indefinitely. Eventually someone would notice but hopefully not until it was too late. They found they were standing on a walkway over a deep pit. Axel had no idea why the basement was built that way but decided to go with it.

"Is that her?" Roxas said quietly as they stood in front of the tube. Axel nodded, staring into it. He could easily see it was Valeria but the injuries made him feel a little ill. Even with a mako bath could this really be fixed? Axel took a deep breath and looked around. There were empty mako tubes close. Then he froze as he saw one particular tube.

"N-No." He breathed as Roxas looked at him curiously. "Dolang?" Roxas jerked around and stared. The specimen floating in that tube was easily recognizable. "Dolang?!?" Axel rushed over to the tube, utterly horrified. It looked like his brother had contracted some kind of horrible disease. There were open, weeping sores and areas that looked like they'd been burnt open from the inside. Axel had hated and feared his brother but he still had never wanted anything like this to happen to him.

"Is he dead?" Roxas felt very queasy looking at the damage. Axel hesitated then suddenly sobbed.

"Yes." His nanite system could detect no trace of life. "Reno, why?!?" Had Reno agreed to this or did he just not know? Axel closed his eyes tightly for a moment, rage, grief and an odd sort of regret filling him. Regret for the brother he'd never really had. "Let's… get this over with." Hojo had to be behind this and freeing Valeria would piss him off. That would be a good start. Axel walked up to Valeria's tube and smashed it with a blast of telekinesis.

Roxas winced as alarms immediately began to wail but Axel ignored them and ignored the mako, grabbing Valeria and smoothly carrying her over to one of the baths. He dumped her in and watched, expressionless, as the mako began to bubble and froth. The concentrated energy of the lifestream was doing something but he had no idea if it was curing her or killing her. They would have to wait –

"What are you DOING?" Axel turned to glare at the piercing shriek. Hojo and he was accompanied by Sephiroth and a couple of nameless guards.

"Axel?" Sephiroth sounded uncertain and his gaze darted from the smashed tube to the bath. It had settled somewhat and the form within was curled up a bit, looking much more alive than it had a moment before. But Valeria hadn't opened her eyes.

"I'm freeing my mother!" Axel shouted, anger vibrating in his voice. "She's the one who told me everything! Not the AI! And I'm doing it to SPITE you Hojo! Look what you did to my brother!" Axel pointed and Sephiroth followed his gesture, a brief expression of revulsion crossing his face. But then, Sephiroth wasn't the heartless one here. That was Hojo. "I hated him but I didn't want him to die! We're leaving and you can't stop us!" He spat out and Sephiroth's face settled into calm professionalism.

"Yes, we can stop you Axel. You can't possibly defeat me." Sephiroth stepped forward and Axel held his ground, Roxas gripping his arm. They both knew he was right. He was getting good but he still wouldn't have a hope against the master swordsman. Then hands gripped the edge of the mako bath and suddenly a form erupted out of it, landing on the walkway between them. Valeria straightened, green eyes flashing and tossed back her cellulose hair.

Sephiroth moved so quickly Axel could hardly see it – but Valeria moved just as fast. Masamune was caught in the V of her hands in front of her face. Axel gaped as he realized she was using hardened air over her hands. He couldn't do that. How could she?

Military level AI's and combat enhancements are many times more capable than civilian level. And you are less than civilian level. The AI noted and Axel vaguely acknowledged it as Valeria grinned into Sephiroth's face and kicked him in the chest. He avoided the strike but had to leap back and then the walkway was torn apart like shredding paper. Valeria launched herself into the air, laughing wildly and Axel could see she hadn't been weakened by the mako at all.

"Hello Sephy baby, come make sweet love to me!" Axel blinked at that and Sephiroth seemed less than amused. But then the ceiling ripped open and Valeria shot through the roof, still laughing. Axel cursed and followed, gripping Roxas' wrist and phasing them directly through the ceiling. This wasn't going right at all! Sephiroth followed Valeria and Axel vaguely wondered how he could fly. The 1st Class SOLDIER was ignoring him and Roxas, correctly dismissing them as minor threats. Axel saw, to his horror, that Valeria was dancing in midair and humming a wild tune, naked as the day she was born. She seemed oblivious to danger.

"Valeria, take Sephiroth seriously!" Axel shrieked as the SOLDIER attacked. Valeria dodged effortlessly then began catching Masamune on her arms. It was like her arms were armored and the sword clashed as if it was hitting a shield. Then she went on the offensive and her hands flashed out as she attacked him bare-handed. Axel couldn't quite see what happened but when they separated her fingers were wet with blood… and so was the Masamune.

"You're good." She said approvingly, licking her fingers off. Then she paused, an odd look on her face before she spat out the blood. "And you taste awful." Sephiroth attacked again in a flurry of blows and she lifted her arm. Something small and dangerous shot out but Sephiroth managed to catch it with the Masamune. He was blown back in an explosion of fire and when the light cleared, Valeria had wrenched a small flagpole off a nearby building. She enfolded it in more telekinetic force. Then the battle began in earnest.

Axel and Roxas were somewhere between horrified and amazed as they watched the battle unfolding. Axel had known from what she'd told him that Valeria was a highly trained combat specialist but he hadn't realized how much she loved it or how good she really was. Or how much of an advantage the high tech would give her. Little missiles were shot from her arms and bedeviled Sephiroth, who had to dodge or knock them out of the sky. Axel felt a moments doubt though and wondered if Sephiroth had noticed that while several of the ones he'd dodged had detonated, several of them hadn't. They were drifting aimlessly as thought they'd lost target.

Then he spotted Angeal and Genesis staring up at them and the thought was driven out of his mind. The two SOLDIERS were clearly content to let Sephiroth handle this for now but he didn't doubt they'd step in if it looked like the other was overmatched. And there was a helicopter in the sky! Valeria noticed that and fired something at it. It wasn't a missile, it unfolded into a strange metallic starfish and clamped to the helicopter, disrupting it and forcing it to land. But still…

"Val, we have to get out of here fast!" Axel yelled at her. He was sure she would be content to fight forever but they had to GO. Valeria frowned and abruptly launched a vicious attack.

It didn't work. Sephiroth was the greatest swordsman of his generation… of any generation. He caught her pole and slipped the Masamune past her defenses. Axel gasped and Roxas made a dismayed sound as the blade sunk into her side, easily coming out the other side. Valeria's head dropped for a moment before she suddenly gripped the blade with one hand and Sephiroth's wrists with the other. She jerked her head up and grinned into startled green eyes. Suddenly alarmed, he tried to jerk away but she had him caught in more hardened air all around the Masamune. He began to summon magic but it was too late.

"You're fucked." She said conversationally and the little missiles that had been drifting suddenly weren't drifting at all. Three of them hit him in the back in rapid succession and they were configured to deliver jolts similar to a taser. Sephiroth's eyes rolled back as they overloaded his nervous system and Valeria caught his arm before he could fall. She carefully lowered him to a nearby roof and shot out two starfish to play tag with Angeal and Genesis. They both began shooting lasers at the two, fighting for maximum distraction as Valeria extracted the Masamune from her own body with a grimace. She regarded the blade with a frown then shook her head, dropping it beside the unconscious Sephiroth. "Can't see how he uses that. Come on kids!" She grabbed Axel and Roxas' hands as they landed beside her and abruptly they were phasing through the building. It only stopped when they reached the sewers beneath the city. "This way!" Axel blinked then laughed as he closely followed her. She could sense SOLDIERS from the moldy bread smell, but they couldn't be tracked. Hojo had tried to plant a tracker on Axel and it had seemed to function… but a few minutes ago the nanites had finished eating it.

They were free.